Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Shivananda Sripada
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2016
3. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [PYPL]
(Last)
(First)
(Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95131
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 32,231
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 03/01/2018 Common Stock 3,251 $ 20.28 D  
Non-Qualified Stock Option (right to buy)   (1) 04/02/2019 Common Stock 5,374 $ 22.98 D  
Non-Qualified Stock Option (right to buy)   (2) 04/01/2020 Common Stock 8,122 $ 34.99 D  
Non-Qualified Stock Option (right to buy)   (2) 04/01/2021 Common Stock 8,211 $ 35.2 D  
Non-Qualified Stock Option (right to buy)   (2) 04/01/2022 Common Stock 24,207 $ 35.88 D  
Restricted Stock Units -1   (3)   (4) Common Stock 1,990 $ (5) D  
Restricted Stock Units -2   (3)   (4) Common Stock 2,707 $ (5) D  
Restricted Stock Units -3   (3)   (4) Common Stock 4,136 $ (5) D  
Restricted Stock Units -4   (3)   (4) Common Stock 5,474 $ (5) D  
Restricted Stock Units -5   (3)   (4) Common Stock 13,684 $ (5) D  
Restricted Stock Units -6   (3)   (4) Common Stock 22,467 $ (5) D  
Restricted Stock Units -7   (3)   (4) Common Stock 24,206 $ (5) D  
Restricted Stock Units -8   (6)   (4) Common Stock 25,180 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shivananda Sripada
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131
      SVP, Chief Technology Officer  

Signatures

By: Russell S. Elmer For: Sripada Shivananda 04/05/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option grant is fully vested.
(2) The option grant is subject to a four-year vesting schedule, vesting 12.5% on the 6 month anniversary of the grant and 1/48th per month thereafter.
(3) The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on the one year anniversary date of the restricted stock unit and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
(4) Not applicable.
(5) Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(6) The reporting person received a restricted stock unit grant subject to a three-year vesting schedule, vesting 33.34% on the one year anniversary, and 33.33% on the second year anniversary and 33.33% on the third year anniversary. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

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